Cross Country Healthcare, Aya Healthcare merger agreement terminated

Cross Country Healthcare (CCRN) announced the termination of its agreement and plan of merger with Aya Healthcare. In connection with the termination of the merger agreement, Aya Healthcare is required to pay Cross Country Healthcare a termination fee of $20M. As previously disclosed, the consummation of the Merger Agreement was subject to the satisfaction of a number of closing conditions, including, without limitation, the successful completion of a review by the U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Following a request for additional information from the FTC received on February 20 by the company and Aya Healthcare in connection with the merger agreement, each of the company and Aya Healthcare certified to the FTC on August 29 that they had substantially complied with the second request. As a result of discussions with the FTC, the HSR waiting period was initially set to expire on November 17. In addition, the merger agreement end date was extended from September 3 to December 3. However, due to the 43-day government shutdown, the expiry of the HSR waiting period was extended day-for-day while the shutdown persisted. This resulted in an HSR waiting period end date of December 30, which exceeded the December 3 termination date of the merger agreement. Cross Country Healthcare’s efforts to advocate for a shortened review period with the FTC were unsuccessful.